The Japanese firm would buy 99.0 per cent of the business, ExxonMobil Yugen Kaisha, for 302 billion yen ($3.9 billion) in a deal expected to close in June, Tokyo-based TonenGeneral Sekiyu said.
ExxonMobil Yugen Kaisha is engaged primarily in fuel, lubricant and chemical marketing, while TonenGeneral is Japan's second-biggest refiner.
The group will have exclusive rights to ExxonMobil brands in Japan, TonenGeneral said, adding that the move would help it "achieve more nimble operations capable of adjusting to domestic market changes."
The Nikkei business daily said ExxonMobil wants to shrink its business in Japan amid slowing oil consumption while boosting its presence in "emerging economies."
What the stars mean:
★ Poor ★ ★ Promising ★★★ Good ★★★★ Very good ★★★★★ Exceptional